Another State of Mind
by Sheena Is A Punk Rocker
Summary: "You wanna talk about it?" Ray and Felicity actually get to have that talk after her mother leaves. Title is a Social Distortion song. Read/review.


Felicity watches as her mother walks out of the office. She can feel a new onslaught of tears and plops down right where she's standing—covering her face with her hands and letting the tears flow. She's on the floor, back against the enormous floor to ceiling glass windows and she doesn't even care.

She vaguely registers the echo of footsteps approaching her but is still surprised when she hears very quietly, "She doesn't think you're a disappointment, you know."

Felicity jumps at the sound of Ray's voice and turns to look at him. "And how would you know that? Wait. Were you eavesdropping?"

He rubs the back of his neck awkwardly. "It was... kind of hard not to. You guys were pretty loud. But anyway, she doesn't think you're a disappointment." He moves to sit down next to her on the floor. After several moments of awkward silence—Felicity still crying—Ray asks half-jokingly, "Want a hug?"

He's surprised when she nods her head yes but he doesn't hesitate to wrap his arms around her and pull her closer to him.

Her cries get louder as she soaks the shoulder of his expensive suit jacket. He doesn't mind the tearstains at all. Once she's calmed down a little, she lifts her head up and asks, "How can you possibly know I'm not a disappointment to my mom? She doesn't like that I didn't turn out like her."

Ray shakes his head. "No, she's proud of you. Maybe feeling a little outside the loop, but definitely proud of you. You can tell." He's quiet for a few moments before continuing. "My dad flat-out _told_ me I was a disappointment."

Felicity's confused. With Ray's background and achievements, she would think that his parents would be nothing but proud of him. Ray can clearly tell what she's thinking because he adds, "I was never like anyone else in my family. My brother was the 'normal' one—into sports and all of the typical guy stuff you're supposed to like. He was my dad's favorite. I was the weird one with my science and lack of interest in any of the things my brother was into..."

Felicity picks her head up from his shoulder to look at him. "Your dad thought _you_ were the disappointment."

He nods, expression unreadable. "I've pretty much accepted it."

She doesn't answer and instead they sit in comfortable silence for a few moments. Ray still has her wrapped up in a hug and she hasn't protested so far. It feels... nice. Nice and warm and safe.

He repeats his question from earlier. "You wanna talk about it?"

His innocent question causes more tears to build up and Felicity squeezes her eyes shut to keep them from falling. She knows he's not just talking about what happened with her mother. She really shouldn't tell him anything—except out of everyone she knows, Ray is the one who will _get_ it and won't judge or question her sanity. She turns her head to bury her face in his shoulder and says, "I wrote the virus."

He vaguely hears what she says but asks her to repeat it anyway. She lifts her head up and explains, "I was the one who wrote the virus that caused all of... this." She gestures to the window.

"Well you weren't a _part_ of any of this, right?"

"No! Of course not! But I ultimately gave them the tools, didn't I? I never intended for the virus to be used for something like this."

"That important invention of yours?"

She nods. "I was stupid and arrogant and—." She pauses to gain control of her voice before she continues. "Because of that stupid virus, my ex-boyfriend got arrested and—" Thinking about Cooper is too much for her and she breaks down again. Between sobs, she manages to tell Ray the basic story and he doesn't say anything. He just rubs her back soothingly and holds her close. She likes that he's not saying anything—she doesn't want him to. She just wants someone to listen to her—no one ever asks her how _she's_ feeling.

They sit there in comfortable silence as Felicity just takes comfort in his warmth—until her cell phone rings.

She jumps and runs to pick it up from where it is on the coffee table. She vaguely registers Ray standing up and walking towards her as she answers her phone.

"Hello?"

"Where the hell are you?" Oliver demands.

Her tears are forgotten as the adrenaline kicks in again. "Sorry! I'm so sorry! I just—nevermind. I'll be there as soon as I can."

She hangs up and says a quick "Thank you" to Ray before kissing his cheek and darting out of the door to the elevator.

She misses the shy smile on his face in her hurry.

* * *

><p>The next morning at work, all Felicity can think about is what had happened the night before.<p>

After their second meeting, Felicity had been determined to hate Ray Palmer—purly out of loyalty to Oliver. Ray _had_ stolen the company, after all. She briefly thought about their first meeting at Tech Village. She had been prepared to deal with another customer who had no idea what they were doing—which meant Felicity would have to spend the next hour with them explaining things. But Ray knew his stuff. He spoke her nerd language. It had been a nice change and she remembers hoping he would come into the store again. It didn't hurt that he was attractive and Felicity may or may not have also noticed how good he smelled.

After she began working with him, Felicity found it downright impossible to hate Dr. Ray Palmer. He was nice, polite, funny, attractive, and thankfully _really_ understanding about the craziness in her life. He valued her input and came to her with his ideas (even if that meant showing up to her apartment unexpectedly), and she appreciated that.

And now on top of all of that, Felicity found out that he actually gave a crap about her feelings and had, for the second time, realized she was upset. And like the first time, he didn't force her to talk about it—like she knew everyone else would.

She'd be lying if she said she didn't have a little crush on him.

She shakes her head in an attempt to rid herself of these thoughts so she can get back to work. Thankfully, her mother shows up right at that moment.

* * *

><p>It's a late night at the office for both of them. They're usually the last ones to leave so either Ray comes to her office or she goes to his—it's nice to have some company while you're working. Tonight they're in her office.<p>

They're working on completely different things—he on the cogeneration project and she on a server encryption he had asked for that she decided to start early. The silence is companionable, but Felicity can't help but sneak glances at Ray every few minutes. He's staring intently at his computer screen as he crunches numbers and doesn't seem to notice her staring at him.

Felicity tries and fails several times to say something to him. She can't figure out what to say or how to say it. After an hour of this, she realizes she's been working on the same line of code for the last five minutes.

She takes a deep breath and then blurts out, "Thank you!"

Ray's head snaps up from his computer screen to look at her. He seems to have forgotten that she was even there. After a few seconds, he asks, "Thank you for what?"

She blushes. "For...last night. I'm _mortified_ that you found me crying like that but I really appreciate it."

He doesn't say anything for a few seconds and she gets anxious so she continues to ramble on. "I mean, it was just a really nice thing to do and you didn't even _have_ to do anything but it was really sweet." She's staring down at the floor at this point as her hands fidget nervously. She misses the amused smile on Ray's face as she continues to ramble. "I mean, my mom was just driving me crazy and no one ever really asks if I'm okay and I just needed to let it out and I'm really embarrassed because you're my boss and I've been trying to be professional and please say something!"

He laughs. "I've been _trying _to."

Felicity can feel herself blushing.

Ray contines. "There's no need to thank me and also no need to be embarrassed." He walks around her desk and leans on it as he looks down at her in her chair. "Felicity, I don't see you as just a coworker. You're actually probably one of the only people I've even really connected with in this city."

That makes her sad, but also happy—knowing that he thinks of her as a friend. She looks up and stares at his profile. He looks at her. When did his eyes become so captivating?

She blinks and forces herself to look away. She turns to her computer screen and says, "Well, I'm still embarrassed about it."

"Why?"

"Because I must have looked like a complete mess and I'm pretty sure I ruined your suit jacket. Plus, I'm an ugly crier!"

Ray laughs. "You're not an ugly crier. And you shouldn't be ashamed to cry—ever. It doesn't make you weak."

She finds herself staring at his lips this time as he continues to talk. Her crush on him was not going away any time soon—in fact, it had got stronger in the last few minutes. _God, I wanna kiss you_, she thought.

Ray pauses. "Wait what?"

Felicity's head snaps up. "Did I just say that out loud? What is the _last_ thing you heard me say?"

He's smiling at her again. "I believe you said something about wanting to kiss me."

She covers her face with her hands in utter mortification. She needs to get out of here before she can embarrass herself any more. She gets up and grabs her purse—intending to bolt out the door and possibly start looking for a new job.

Ray's hand on her arm stops her and she turns to look at him. "What if I told you I wanted to kiss you too?" he says quietly, one hand moving to rest on the small of her back and pull her closer to him.

She can only blink at him. He wanted to kiss her too. She lets that sink in and a shy smile appears on her face. "Really?"

He doesn't answer. Instead, he leans down and pauses for a brief moment before pressing his lips to hers in a gentle kiss.

She can feel her knees go weak and wraps her arms around his neck to keep from falling as she kisses him back.

She's the one to break the kiss and she stares up at him with, what she's sure is, a very dorky smile. But she's not embarrassed because his expression mirrors hers.

He pulls her even closer to him and says quietly, "I know we're kinda doing this backwards but do you want to go out to dinner tomorrow night?"

She giggles. "Yeah, I guess the date is supposed to come before the kiss. But to answer your question, yes. I would love to go out to dinner with you."

They reluctantly pull apart and Felicity finishes grabbing her things off her desk. She says goodnight to Ray and—blushing profusely—kisses him again, before hurrying out the door to the elevator. She couldn't wait for tomorrow.

* * *

><p><strong>AN**: Well then... This is a fic I've been working on since The Secret Origin of Felicity Smoak and I am finally finishing it... when I should be asleep because school tomorrow. Anyway, I thought the AtomicSmoak scenes in that episode were super sweet and I wanted to write about what I definitely think Ray would have done—because he absolutely would have comforted Felicity like that. And the background info in this fic? Yeah, that's all canon. Ray's my favorite book character. =] Anyway... I have no idea where I'm going with this A/N so um... hope you like the fic? Oh, should probably warn you guys now that I am NOT an Olicity fan in the slightest. I probably won't be tormenting Oliver (that much, imeanwut) but expect a LOT more Feliciray fics from me hopefully soon!

**Disclaimer**: I don't own Arrow! I own quite a few Atom comics since he's my favorite superhero but yeah, sadly I don't own this show or the characters. The song title is a Social Distortion song.


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